United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
Closing of Senior Notes Offering
On July 13, 2022, Fidelity National Information Services, Inc. (“FIS”) completed the issuance and sale of its previously announced offering of senior notes, consisting of $750,000,000 in aggregate principal amount of 4.500% Senior Notes due 2025 (the “2025 Notes”), $500,000,000 in aggregate principal amount of 4.700% Senior Notes due 2027 (the “2027 Notes”), $750,000,000 in aggregate principal amount of 5.100% Senior Notes due 2032 (the “2032 Notes”) and $500,000,000 in aggregate principal amount of 5.625% Senior Notes due 2052 (the “2052 Notes” and, collectively with the 2025 Notes, the 2027 Notes and the 2032 Notes, the “Senior Notes”).
The sale of the Senior Notes was made pursuant to the terms of an Underwriting Agreement, dated July 6, 2022, with J.P. Morgan Securities LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, a copy of which was previously filed as Exhibit 1.1 to FIS’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2022.
The Senior Notes were issued pursuant to an Indenture, dated as of April 15, 2013 (the “Base Indenture”), among FIS, certain other parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Thirty-Sixth Supplemental Indenture thereto with respect to the 2025 Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of July 13, 2022, between FIS and the Trustee, as supplemented by the Thirty-Seventh Supplemental Indenture thereto with respect to the 2027 Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of July 13, 2022, between FIS and the Trustee, as supplemented by the Thirty-Eighth Supplemental Indenture thereto with respect to the 2032 Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), dated as of July 13, 2022, between FIS and the Trustee, and as supplemented by the Thirty-Ninth Supplemental Indenture thereto with respect to the 2052 Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), dated as of July 13, 2022, between FIS and the Trustee.
The Senior Notes were offered and sold pursuant to the automatically effective Registration Statement on Form S-3ASR (File No. 333-265745) of FIS filed with the Commission on June 21, 2022, as supplemented by a preliminary prospectus supplement dated July 6, 2022 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933 (the “Securities Act”) on July 6, 2022, a free writing prospectus dated July 6, 2022 filed with the Commission pursuant to Rule 433 under the Securities Act on July 6, 2022, and a final prospectus supplement dated July 6, 2022 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on July 8, 2022.
| Item 8.01. | Other Events. |
Opinion Letters
A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes is filed as Exhibit 5.1 hereto, and a copy of the opinion letter of Nelson Mullins Riley & Scarborough LLP concerning legal matters related to Georgia law in respect of the Senior Notes is filed as Exhibit 5.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
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| 4.8 | Form of Senior Note (included as Exhibit A to Exhibit 4.4 above) | |
| 5.1 | Legal Opinion of Willkie Farr & Gallagher LLP, dated July 13, 2022 | |
| 5.2 | Legal Opinion of Nelson Mullins Riley & Scarborough LLP, dated July 13, 2022 | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP, dated July 13, 2022 (included in Exhibit 5.1 above) | |
| 23.2 | Consent of Nelson Mullins Riley & Scarborough LLP, dated July 13, 2022 (included in Exhibit 5.2 above) | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fidelity National Information Services, Inc. | ||||||
| Date: July 13, 2022 | ||||||
| By: | /s/ Charles H. Keller | |||||
| Name: | Charles H. Keller | |||||
| Title: | Senior Vice President, Sr. Deputy General Counsel and Corporate Secretary | |||||